Web Services Agreement

• You are hiring us, IQSAY, LLC, Doing Business As THE HCP TEAM located at: 244 Biscayne Blvd., Miami, Florida 33132 (the “Companyˮ), for a web project for the estimated prices indicated in this agreement and/or online order form. As our client (the “Clientˮ), you have the legal power and authority to enter into this agreement on behalf of your company or organization.
• We have the experience and ability to perform the services you need from us, and we will carry them out in a professional and timely manner. Along the way, we will endeavor to meet all the deadlines set, but we cannot be responsible for a missed launch date or a deadline if you or your contractors or employees have been late in supplying materials or have not approved or signed off our work on time at any stage. Additionally, we will also maintain the confidentiality of any information that you give us.
• The client guarantees any and all elements of text, graphics, photos, designs, trademarks, and/or other artwork provided to IQSAY, LLC for inclusion in the relevant projects are owned by the client, or that the customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend IQSAY, LLC and its subcontractors from any liability or suit arising from the use of such elements.
• In no event will IQSAY, LLC be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the relevant project(s) or to the content provided by the client. Client shall defend, indemnify and hold harmless IQSAY, LLC and its members from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, fees, costs, and expenses arising out of or in connection with the relevant project(s).
• It is understood and agreed that IQSAY, LLCʼs liability to client, whether in contract, in tort (including but not limited to for negligence), or otherwise, shall not exceed the actual amounts paid by Customer to IQSAY, LLC pursuant to this Agreement. Under no circumstances shall IQSAY, LLC be liable for special, indirect, or consequential damages, including but not necessarily limited to lost profits, loss of business relationships, damage to reputation, or loss of goodwill.
• After the design/concept has been approved by the client (prior to development), additional designs & revisions may incur IQSAY, LLCʼs development-unit rate of three hundred dollars ($300.00) per unit. All fees are non-refundable.
• The Client hereby grants the Company the right to place the Companyʼs logo on the footer of the Clientʼs website. This logo will include a hyperlink to the Companyʼs website. The placement and size of the logo will be determined by Company, ensuring it is in a position that is both prominent and harmonious with the Clientʼs website design.
• The Client hereby grants The Company full permission to make modifications to their website and to integrate our Web Express platform with any online platforms the Client chooses to connect to. The Client authorizes The Company to access, view, and interact with the data associated with these platforms and agrees not to hold The Company accountable for the handling, management, or security of such data. In the event that the Client chooses to cancel and discontinue using Web Express and its related services, it is the Client’s sole responsibility to ensure that their website and any other connected online platforms are disconnected from Web Express or properly integrated with a different system. The Company shall not be held responsible for any loss of data during this transition or any related issues. Furthermore, it is the Client’s responsibility to maintain access to their data and to ensure that website inquiries, such as form submissions, continue to be received once Web Express and its integrations, including the form system, are deactivated. The Client is responsible for either performing this work themselves, hiring The Company, or engaging a third party to ensure continued access to new inquiries and data from any third-party platforms they choose to use.
• During the term of our engagement and for a period of two years following its termination, both parties agree to refrain from directly or indirectly soliciting, inducing, or attempting to induce any employee, contractor, or subcontractor of the other party who works directly with the company to terminate their employment or contractual relationship, or to engage in employment or consultancy with their own or any other entity. This agreement applies to all employees, contractors, and subcontractors who are or have been associated with either party during the term of our engagement. Each party acknowledges that breach of this clause could result in substantial harm to the other party, which may necessitate legal action including but not limited to seeking injunctive relief and damages. Additionally, the breaching party agrees to pay the non-breaching party a predetermined amount as liquidated damages, agreed upon as a reasonable estimation of the damages that would be incurred as a result of the breach. Both parties agree that this mutual non-solicitation is a fair and reasonable measure designed to protect the stability of the workforce and maintain business integrity.
• Both parties agree that this contract constitutes the full Agreement between them, and that it shall be construed in accordance with Miami-Dade County, Florida, USA, law. Any modifications to this Agreement must be made in writing and signed by both parties in order to be valid. Further, the parties agree that in the unlikely event that a controversy between them arises out of this Agreement that cannot be resolved, all claims shall be resolved only in Miami-Dade County, Florida, courts as the proper venue, and only through binding mediation, with the prevailing party being entitled to recover for reasonable attorneyʼs fees and for court/mediation costs.

Fee Summary

• Initial Payment as indicated on the online order form based on customer selection. Usually, $999, $1,399, or $3,499.
• Monthly Payments: For the next 11 months, starting one month after the initial payment, the client will be charged the same amount as the initial payment, excluding any discounts applied at the time of the initial payment.
• Ongoing Services Payment: After the first 12 months, the client will pay $499, $649, or $849 per month for CRM, Hosting, Maintenance, and Basic Technical Support as per the clientʼs initial selection according to The HCP Team official pricing page.
• Late Fees: A late fee of 10% of the missed payment amount will be applied if the payment is not received within 5 business days after the due date. For example, if a monthly payment of $999 is overdue, a late fee of $99.90 will be added to the amount owed.
• Consequences of Non-Payment: Failure to pay the due amount along with the accrued late fees within 45 days of the due date will result in immediate suspension of all ongoing work and may result in the Client losing access to any deliverables previously provided. All deliverables remain the property of Company until the total amount agreed upon in the contract, including any late fees, is paid in full.
• Reinstatement: Work may be reinstated and access to deliverables may be restored at Companyʼs discretion, only after all overdue payments and late fees are settled.
• Retention of Title: The Client acknowledges that all products, services, and intellectual property delivered under this agreement shall remain the property of the Company until the customer has completed all payments, including late fees, as stipulated in the payment schedule. Failure to complete payments will result in forfeiture of any rights to the deliverables.
• Usage of Materials and Copyright Infringement: The Client acknowledges and agrees that all materials, including but not limited to designs, visuals, graphics, and code, created by The Company are protected under copyright law in the event of non-payment. If the Client fails to make scheduled payments as agreed upon in the contract, and subsequently uses the provided materials without authorization, this will be considered a copyright infringement. In the event of such infringement, the Client shall be liable to pay a penalty of $10,000 or an amount equivalent to the project balance, whichever is greater. This penalty is enforceable to protect the intellectual property rights of The Company and to ensure proper compensation for the materials created.
• The Client hereby grants The Company the non-exclusive, royalty-free, perpetual, and irrevocable right to use, display, and incorporate any materials, projects, or deliverables created for the Client, in whole or in part, into Company’s portfolio, marketing materials, and promotional activities. This right includes, but is not limited to, showcasing the projects on Company’s website, social media platforms, and other marketing channels. The Client agrees that the Company may use the Client’s name and logo in connection with these promotional activities. This authorization is irrevocable and shall remain in effect indefinitely.
• The Client agrees to the usage fees for emails, text messages, and calls as detailed in the accompanying fee chart provided by the Company. The Client is required to make an initial deposit and to replenish the deposit account whenever the balance falls below $25. These fees will be billed against the deposit, and ongoing usage will be calculated based on the Clientʼs activity. The Client acknowledges their responsibility to maintain sufficient funds to cover usage and agrees to replenish the deposit promptly when notified that the balance is low. Continued use of the Companyʼs services confirms the Clientʼs acceptance of these terms and any future adjustments to the fee structure and deposit requirements.